fsly-20220803
0001517413false00015174132022-08-032022-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2022 
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3889727-5411834
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)

475 Brannan Street, Suite 300
San Francisco, CA 94107
(Address of principal executive offices) (Zip code)
(844) 432-7859
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
 Name of each exchange
on which registered
Class A Common Stock, $0.00002 par value “FSLY” New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐







Item 2.02                   Results of Operations and Financial Condition.

On August 3, 2022, Fastly, Inc. (the "Company") announced its financial results for the quarter ended June 30, 2022 by issuing a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated by reference herein is the Company’s investor supplement, regarding results of the quarter ended June 30, 2022 (the “Investor Supplement”). The Investor Supplement will be posted to http://investors.fastly.com immediately after the filing of this Form 8-K.

The information furnished on this Form 8-K, including the exhibits attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01                   Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit
No.
  Exhibit Description
99.1 
99.2   
 





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
FASTLY, INC.
Dated:August 3, 2022 By: /s/ Ronald W. Kisling
   Ronald W. Kisling
   Chief Financial Officer



Exhibit 99.1
Fastly Announces Second Quarter 2022 Financial Results

Record quarterly revenue exceeded high-end of quarterly guidance range
Repurchased $235 million of convertible debt at a 25% discount to par
Second quarter Net Retention Rate (LTM) of 117%

SAN FRANCISCO, August 3, 2022 — Fastly, Inc. (NYSE: FSLY), the world’s fastest edge cloud platform, today announced financial results for its second quarter ended June 30, 2022.
“We are pleased to continue our revenue momentum into 2022, exceeding the top end of our guidance range and representing another record revenue quarter, further demonstrating Fastly’s value with our existing and new customers,” said Joshua Bixby, CEO of Fastly.
“Against the backdrop of an uncertain economic environment, our customers are expanding their usage with Fastly and taking interest in our newer products,” continued Bixby. “Coupled with accelerated product delivery and continued market validation by leading research firms, we see renewed growth in our Enterprise customer base, prompting us to increase our annual revenue guidance.”
Fastly today separately announced that the Board of Directors has named Todd Nightingale as Chief Executive Officer to lead the company effective September 1, 2022. As previously announced, he will succeed Joshua Bixby, who will remain with the Company as an advisor. Nightingale joins Fastly from Cisco, where he currently serves as Executive Vice President and General Manager of Enterprise Networking & Cloud, leading business strategy and development efforts for Cisco's multi-billion dollar core portfolio.
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Revenue$102,518 $85,026 $204,900 $169,878 
Gross Margin
GAAP gross margin44.9 %52.6 %46.1 %54.2 %
Non-GAAP gross margin50.4 %57.6 %51.5 %58.9 %
Operating loss
GAAP operating loss$(68,968)$(57,468)$(131,972)$(107,431)
Non-GAAP operating loss$(26,893)$(17,560)$(44,633)$(30,465)
Net loss per share
GAAP net loss per common share—basic and diluted$(0.14)$(0.51)$(0.67)$(0.95)
Non-GAAP net loss per common share—basic and diluted$(0.23)$(0.15)$(0.38)$(0.27)

Second Quarter 2022 Financial Summary

Total revenue of $102.5 million, representing flat sequential growth and 21% year-over-year growth.
GAAP gross margin of 44.9%, compared to 52.6% in the second quarter of 2021. Non-GAAP gross margin of 50.4%, compared to 57.6% in the second quarter of 2021.
GAAP net loss of $16.4 million, compared to $58.3 million in the second quarter of 2021. Non-GAAP net loss of $28.0 million, compared to $17.4 million in the second quarter of 2021.
GAAP net loss per basic and diluted shares of $0.14 compared to $0.51 in the second quarter of 2021. Non-GAAP net loss per basic and diluted shares of $0.23, compared to $0.15 in the second quarter of 2021.
Repurchased $235.0 million in aggregate principal amount of convertible debt for $176.4 million, a 25% discount to par, before related fees and transaction costs, reducing total debt balance to $703.4 million from $934.1 million and recording a $54.4 million net gain.
Key Metrics
Trailing 12 month net retention rate (NRR LTM)1 increased to 117% in the second quarter from 115% in the first quarter 2022.
Dollar-Based Net Expansion Rate (DBNER)2 increased to 120% in the second quarter from 118% in the first quarter 2022.
Total customer count of 2,894 in the second quarter, of which 471 were enterprise3 customers.
Average enterprise customer spend of $730K in the second quarter, up 1% quarter-over-quarter.






For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this press release.

Second Quarter Business Highlights
Peer-recognized as a Customers’ Choice in the 2022 Gartner Peer Insights “Voice of the Customer”: Global CDN; Fastly received the highest customer rating of 4.8 out of 5 stars and highest customer willingness to recommend (97%), as of February 2022.
Acquired Glitch, a platform of 1.8 million developers, bringing together two of the world’s best ecosystems for application development into a single, seamless developer experience to deliver globally performant, secure and reliable applications at scale.
Introduced Fastly Security Labs, a new program that empowers customers to continuously innovate by being the first to test new detection and security features directly with the Security Product team, bolstering our feedback loops for Fastly’s Next-Gen WAF.
Introduced Fastly’s new Object Store offering global, durable storage for compute functions at the edge allowing developers to store, control, or cache their data to reduce origin dependency and unlock new use cases.

Third Quarter and Full Year 2022 Guidance:

Q3 2022Full Year 2022
Total Revenue (millions)$102 - $105$415 - $425
Non-GAAP Operating Loss (millions)($21.5) - ($18.5)($78) - ($72)
Non-GAAP Net Loss per share (4)(5)
($0.18) - ($0.15)($0.68) - ($0.63)
A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Fastly’s future GAAP financial results.

Conference Call Information

Fastly will host an investor conference call to discuss its results at 2:00 p.m. PT / 5:00 p.m. ET on Wednesday, August 3, 2022.

Date: Wednesday, August 3, 2022
Time: 2:00 p.m. PT / 5:00 p.m. ET
Webcast: https://investors.fastly.com
Dial-in: 888-330-2022 (US/CA) or 646-960-0690 (Intl.)
Conf. ID#: 7543239

Please dial in at least 10 minutes prior to the 2:00 p.m. PT start time. A live webcast of the call will be available at https://investors.fastly.com where listeners may log on to the event by selecting the webcast link under the “Quarterly Results” section.

A telephone replay of the conference call will be available at approximately 5:00 p.m. PT, August 3 through August 17, 2022 by dialing 800-770-2030 or 647-362-9199 and entering the passcode 7543239.


About Fastly
Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver the fastest online experiences possible, while improving site performance, enhancing security, and empowering innovation at global scale. With world-class support that consistently achieves 95%+ customer satisfaction ratings*, Fastly’s beloved suite of edge compute, delivery, and security offerings has been recognized as a leader by industry analysts such as IDC, Forrester and Gartner. Compared to legacy providers, Fastly’s powerful and modern network architecture is the fastest on the planet, empowering developers to deliver secure websites and apps at global scale with rapid time-to-market and industry-leading cost savings. Thousands of the world’s most prominent organizations trust Fastly to help them upgrade the internet experience, including Reddit, Pinterest, Stripe, Neiman Marcus, The New York Times, Epic Games, and GitHub. Learn more about Fastly at https://www.fastly.com/, and follow us @fastly.


*As of June 1, 2022






Forward-Looking Statements

This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, the demand for our platform, and our ability to deliver on our long-term strategy. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, net gain on extinguishment of debt and amortization of debt discount and issuance costs.
Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, acquisition-related expenses, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, other income (expense), net, and income taxes.
Acquisition-related Expenses: consists of acquisition-related charges that are not related to ongoing operations. Management considers its operating results without the acquisition-related expenses when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Amortization of acquired intangible assets is included in the following cost and expense line items of our GAAP presentation: cost of revenue and sales and marketing. Management considers its operating results without the amortization expense of our acquired intangible assets when evaluating its non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its non-GAAP net loss and adjusted its EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.





Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Depreciation and amortization expense is included in the following cost and expense line items of our GAAP presentation: cost of revenue, research and development, sales and marketing, and general and administrative. Management considers its operating results without the depreciation and other amortization expense when evaluating its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.
Free Cash Flow: calculated as net cash used in operating activities less capital expenditures, including any advance payments made related to capital expenditures.
Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its adjusted EBITDA results without these charges when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without total interest expense when evaluating its non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Income: consists primarily of interest income related to our marketable securities. Management considers its non-GAAP net loss and its adjusted EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt, Management considers its non-GAAP net loss and adjusted EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without other income (expense), net when evaluating its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Stock-based compensation is included in the following cost and expense line items of our GAAP presentation: cost of revenue, research and development, sales and marketing, and general and administrative.
Although stock-based compensation is an expense for the Company and is viewed as a form of compensation, management excludes stock-based compensation from our non-GAAP measures and adjusted EBITDA results for purposes of evaluating our continuing operating performance primarily because it is a non-cash expense not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.
Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.









Key Metrics
1 We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
2 We calculate Dollar-Based Net Expansion Rate by dividing the revenue for a given period from customers who remained customers as of the last day of the given period (the “current” period) by the revenue from the same customers for the same period measured one year prior (the “base” period). The revenue included in the current period excludes revenue from (i) customers that churned after the end of the base period and (ii) new customers that entered into a customer agreement after the end of the base period.
3 Enterprise customers are defined as those spending $100,000 or more in a twelve-month period.
4 Assumes weighted average basic shares outstanding of 122.4 million in Q3 2022 and 121.8 million for the full year 2022.
5 Non-GAAP Net Loss per share is calculated as full-year Non-GAAP Net Loss divided by weighted average basic shares for the full year 2022.
















































Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Revenue$102,518 $85,026 $204,900 $169,878 
Cost of revenue(1)
56,466 40,320 110,381 77,814 
Gross profit46,052 44,706 94,519 92,064 
Operating expenses:
Research and development(1)
38,717 30,346 79,154 59,334 
Sales and marketing(1)
46,760 36,334 88,240 71,206 
General and administrative(1)
29,543 35,494 59,097 68,955 
Total operating expenses115,020 102,174 226,491 199,495 
Loss from operations(68,968)(57,468)(131,972)(107,431)
Net gain on extinguishment of debt54,391 — 54,391 — 
Interest income1,502 276 2,183 450 
Interest expense(1,530)(1,436)(3,152)(2,097)
Other income (expense)(1,673)178 (1,952)114 
Loss before income taxes(16,278)(58,450)(80,502)(108,964)
Income tax expense (benefit)159 (155)199 14 
Net loss$(16,437)$(58,295)$(80,701)$(108,978)
Net income (loss) per share attributable to common stockholders, basic and diluted$(0.14)$(0.51)$(0.67)$(0.95)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted121,242 115,326 120,295 114,733 

__________

(1)Includes stock-based compensation expense as follows:
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Cost of revenue$3,188 $1,828 $6,134 $3,014 
Research and development13,889 8,634 32,478 16,592 
Sales and marketing10,184 5,631 20,278 10,639 
General and administrative7,717 17,333 16,110 34,019 
Total$34,978 $33,426 $75,000 $64,264 

























Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Gross Profit
GAAP gross profit$46,052 $44,706 $94,519 $92,064 
Stock-based compensation3,188 1,828 6,134 3,014 
Amortization of acquired intangible assets2,475 2,475 4,950 4,950 
Non-GAAP gross profit$51,715 $49,009 $105,603 $100,028 
GAAP gross margin44.9 %52.6 %46.1 %54.2 %
Non-GAAP gross margin50.4 %57.6 %51.5 %58.9 %
Research and development
GAAP research and development$38,717 $30,346 $79,154 $59,334 
Stock-based compensation(13,889)(8,634)(32,478)(16,592)
Non-GAAP research and development$24,828 $21,712 $46,676 $42,742 
Sales and marketing
GAAP sales and marketing$46,760 $36,334 $88,240 $71,206 
Stock-based compensation(10,184)(5,631)(20,278)(10,639)
Amortization of acquired intangible assets(2,710)(2,709)(5,419)(5,525)
Non-GAAP sales and marketing$33,866 $27,994 $62,543 $55,042 
General and administrative
GAAP general and administrative$29,543 $35,494 $59,097 $68,955 
Stock-based compensation(7,717)(17,333)(16,110)(34,019)
Acquisition-related expenses(1,912)(1,298)(1,970)(2,227)
Non-GAAP general and administrative$19,914 $16,863 $41,017 $32,709 
Operating loss
GAAP operating loss$(68,968)$(57,468)$(131,972)$(107,431)
Stock-based compensation34,978 33,426 75,000 64,264 
Amortization of acquired intangible assets5,185 5,184 10,369 10,475 
Acquisition-related expenses1,912 1,298 1,970 2,227 
Non-GAAP operating loss$(26,893)$(17,560)$(44,633)$(30,465)
Net loss
GAAP net loss$(16,437)$(58,295)$(80,701)$(108,978)
Stock-based compensation34,978 33,426 75,000 64,264 
Amortization of acquired intangible assets5,185 5,184 10,369 10,475 
Acquisition-related expenses1,912 1,298 1,970 2,227 
Net gain on extinguishment of debt (54,391)— (54,391)— 
Amortization of debt discount and issuance costs776 993 1,739 993 
Non-GAAP loss$(27,977)$(17,394)$(46,014)$(31,019)
Non-GAAP net loss per common share—basic and diluted$(0.23)$(0.15)$(0.38)$(0.27)
Weighted average basic and diluted common shares121,242115,326120,295114,733





Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Adjusted EBITDA
GAAP net loss$(16,437)$(58,295)$(80,701)$(108,978)
Stock-based compensation34,978 33,426 75,000 64,264 
Depreciation and other amortization10,860 7,000 20,835 13,491 
Amortization of acquired intangible assets5,185 5,184 10,369 10,475 
Acquisition-related expenses1,912 1,298 1,970 2,227 
Interest income(1,502)(276)(2,183)(450)
Interest expense754 443 1,413 1,104 
Amortization of debt discount and issuance costs776 993 1,739 993 
Net gain on extinguishment of debt (54,391)— (54,391)— 
Other expense (income)1,673 (178)1,952 (114)
Income tax expense (benefit)159 (155)199 14 
Adjusted EBITDA$(16,033)$(10,560)$(23,798)$(16,974)





Condensed Consolidated Balance Sheets
(in thousands)
As of
June 30, 2022
As of
December 31, 2021
(unaudited)(audited)
ASSETS
Current assets:
Cash and cash equivalents$62,510 $166,068 
Marketable securities, current419,905 361,795 
Accounts receivable, net of allowance for credit losses68,218 64,625 
Prepaid expenses and other current assets29,037 32,160 
Total current assets579,670 624,648 
Property and equipment, net173,950 166,961 
Operating lease right-of-use assets, net69,861 69,631 
Goodwill670,186 636,805 
Intangible assets, net93,978 102,596 
Marketable securities, non-current284,951 528,911 
Other assets60,199 29,468 
Total assets$1,932,795 $2,159,020 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$10,011 $9,257 
Accrued expenses49,943 36,112 
Finance lease liabilities, current28,088 21,125 
Operating lease liabilities, current19,243 20,271 
Other current liabilities33,705 45,107 
Total current liabilities140,990 131,872 
Long-term debt703,375 933,205 
Finance lease liabilities, noncurrent26,479 22,293 
Operating lease liabilities, noncurrent60,657 55,114 
Other long-term liabilities7,556 2,583 
Total liabilities939,057 1,145,067 
Stockholders’ equity:
Class A common stock
Additional paid-in capital1,597,869 1,527,468 
Accumulated other comprehensive loss(12,542)(2,627)
Accumulated deficit(591,591)(510,890)
Total stockholders’ equity 993,738 1,013,953 
Total liabilities and stockholders’ equity $1,932,795 $2,159,020 








Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Cash flows from operating activities:
Net loss$(16,437)$(58,295)$(80,701)$(108,978)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense10,736 6,927 20,586 13,346 
Amortization of intangible assets5,309 5,257 10,618 10,620 
Amortization of right-of-use assets and other6,539 6,303 13,378 12,660 
Amortization of debt discount and issuance costs775 937 1,739 1,269 
Amortization of deferred contract costs2,138 1,535 3,989 2,946 
Stock-based compensation34,978 33,426 75,000 64,264 
Provision for credit losses402 225 529 (195)
Interest on finance lease(649)(405)(1,240)(735)
Loss on disposals of property and equipment586 — 854 27 
Amortization and accretion of discounts and premiums on investments894 — 1,851 — 
Net gain on extinguishment of debt(54,391)— (54,391)— 
Other adjustments(67)749 61 813 
Changes in operating assets and liabilities:
Accounts receivable5,097 (3,927)(4,122)(5,612)
Prepaid expenses and other current assets(2,701)(3,814)(4,812)(5,494)
Other assets(3,948)(2,137)(6,399)(5,089)
Accounts payable3,336 (1,957)844 162 
Accrued expenses(3,729)(3,080)1,162 (3,835)
Operating lease liabilities(6,280)(6,491)(12,837)(12,856)
Other liabilities732 7,733 4,021 8,804 
Net cash used in operating activities(16,680)(17,014)(29,870)(27,883)
Cash flows from investing activities:
Purchases of marketable securities(207,286)(269,537)(355,479)(333,868)
Sales of marketable securities159,552 — 161,853 12,497 
Maturities of marketable securities127,333 31,750 367,880 57,253 
Business acquisitions, net of cash acquired and other related payments(25,224)— (25,999)— 
Advance payment for purchase of property and equipment(29,310)— (29,310)— 
Purchases of property and equipment(4,151)(2,934)(8,815)(11,013)
Proceeds from sale of property and equipment241 — 241 — 
Capitalized internal-use software(4,926)(1,691)(8,736)(2,680)
Purchase of intangible assets— (2,093)— (2,093)
Net cash provided by (used in) investing activities16,229 (244,505)101,635 (279,904)
Cash flows from financing activities:
Issuance of convertible note, net of issuance costs— — — 930,775 
Payments of other debt issuance costs— — — (1,351)
Net cash paid for debt extinguishment(177,082)— (177,082)— 
Repayments of finance lease liabilities(6,147)(3,628)(11,029)(6,579)
Cash received for restricted stock sold in advance of vesting conditions— — 10,655 — 
Cash paid for early sale of restricted shares(3,539)— (7,037)— 
Proceeds from exercise of vested stock options1,721 2,886 4,769 5,605 
Proceeds from employee stock purchase plan1,571 1,493 3,977 4,564 
Net cash provided by (used in) financing activities(183,476)751 (175,747)933,014 
Effects of exchange rate changes on cash and cash equivalents(100)(29)(319)(141)
Net increase (decrease) in cash and cash equivalents(184,027)(260,797)(104,301)625,086 
Cash and cash equivalents and restricted cash at beginning of period246,687 949,763 166,961 63,880 
Cash and cash equivalents and restricted cash at end of period62,660 688,966 62,660 688,966 
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows:
Cash and cash equivalents62,510 687,986 62,510 687,986 
Restricted cash, current150 87 150 87 
Restricted cash, non-current— 893 — 893 
Total cash, cash equivalents, and restricted cash$62,660 $688,966 $62,660 $688,966 








Free Cash Flow
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2022202120222021
Cash flow used in operations$(16,680)$(17,014)$(29,870)$(27,883)
Capital expenditures(1)
(14,983)(8,253)(28,339)(20,272)
Advance payment for purchase of property and equipment(2)
$(29,310)$— $(29,310)$— 
Free Cash Flow$(60,973)$(25,267)$(87,519)$(48,155)
__________
(1)Capital Expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, and capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)Advance payments for purchase of property and equipment relate to prepayments made for our capital expenditures in advance of receiving the asset, as reflected in our statement of cash flows.




















Contacts
Investor Contact:
Vernon Essi, Jr.
[email protected]

Media Contact:
[email protected]

Source: Fastly, Inc.



screenshot2022-08x02at7382a.jpg
Exhibit 99.2
Second Quarter 2022 Investor Supplement

Product Developments

Security:
Introduced Fastly Security Labs, a new program that empowers customers to be the first to test new detection and security features directly to the Security Product team, bolstering the quality of our Next-Gen WAF.
Released in beta Fastly’s Observability Dashboard bringing end-to-end security, delivery, application and performance metrics into a unified view.
Excited and proud to be a part of Apple’s new iCloud Private Relay service that’s designed to protect users’ privacy on the internet.
Collaborated with Apple, Google and others to develop and standardize the technology behind Private Access Tokens to provide secure anonymity to end-users.
Availability of HTTP/3 and QUIC deployments to customers at no additional charge, enabling faster response times, better performance, and built-in encryption with TLS 1.3.
Leading Innovation:
Introduced Fastly’s new Object Store offering global, durable storage for compute functions at the edge.
Unveiled our POP in New Zealand, building on our strategy of deploying fewer, more performant POPs worldwide.
Developer Relations:
Acquired Glitch, a platform of 1.8 million developers, bringing together two of the world’s best ecosystems into a single, seamless developer experience to deliver globally performant, secure and reliable applications at scale.
Key Metrics Highlights

Trailing 12 month net retention rate (NRR LTM)1 was 117% in the second quarter, up from 115% in the first quarter 2022.
Dollar-Based Net Expansion Rate (DBNER)2 was 120% in the second quarter, up from 118% in the first quarter 2022.
Total customer count was 2,894, of which 471 were enterprise customers.4
Average enterprise customer spend of $730K in the second quarter, up 1% quarter-over-quarter.










Corporate Development

Announced that the Board has named Todd Nightingale as CEO effective September 1, 2022. As previously announced, he will succeed Joshua Bixby, who will remain with the Company as an advisor. Nightingale joins Fastly from Cisco, where he currently serves as EVP and GM of Enterprise Networking & Cloud.
Customer and Partner Developments

Peer-recognized as a Customers’ Choice in the 2022 Gartner Peer Insights “Voice of the Customer”: Global CDN; Fastly received the highest customer rating of 4.8 out of 5 stars and highest customer willingness to recommend (97%), as of February 2022
A top Fortune 500 CRM company expanded its delivery requirements with Fastly for its enterprise customers.
Parrot Analytics, the leader in helping companies value their entertainment content on a global scale, was drawn to Fastly’s solution stack from delivery to WAF, specifically with its GraphQL Inspection.
Taboola, an online discovery platform serving over 300 billion content recommendations monthly, extended its Fastly edge delivery needs with Next-Gen WAF.
E-commerce API platform Commerce Layer added Edge Rate Limiting product on top of its Fastly WAF install to improve its B2B offering.

Second Quarter 2022 Financial Highlights
Total revenue of $102.5 million, representing flat sequential growth and 21% year-over-year growth.
GAAP gross margin of 44.9%, compared to 52.6% in the second quarter of 2021. Non-GAAP gross margin of 50.4%, compared to 57.6% in the second quarter of 2021.
GAAP net loss per basic and diluted shares of $0.14 compared to $0.51 in the second quarter of 2021. Non-GAAP net loss5 per basic and diluted shares of $0.23, compared to $0.15 in the second quarter of 2021.
Repurchased $235.0 million in aggregate principal amount of convertible debt for $176.4 million, a 25% discount to par, resulting in recording a $54.4 million net gain.
Third Quarter and Full Year 2022 Guidance:
Q3 2022Full Year 2022
Total Revenue (millions)$102 - $105$415 - $425
Non-GAAP Operating Loss (millions)(5)
($21.5) - ($18.5)($78) - ($72)
Non-GAAP Net Loss per share (6) (7)
($0.18) - ($0.15)($0.68) - ($0.63)


screenshot2022-08x02at7382a.jpg

Calculations of Key and Other Selected Metrics – Quarterly
(unaudited)

Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Total Customer Count2,047 2,326 2,458 2,581 2,748 2,804 2,880 2,894 
Enterprise Customer Count(4)
313 378 395 408 430 445 457 471 
Enterprise Revenue % Total LTM88 %88 %89 %89 %88 %88 %89 %88 %
Enterprise Customer Average Spend LTM (in thousands)(8)
$753 $681 $705 $702 $698 $704 $722 $730 
Net Retention Rate (NRR) Quarter(9)
122 %116 %110 %93 %112 %107 %114 %128 %
Net Retention Rate (NRR) LTM(1)
141 %137 %135 %121 %114 %118 %115 %117 %
Dollar-Based Net Expansion Rate (DBNER)(2)
147 %144 %141 %126 %118 %121 %118 %120 %
Annual Revenue Retention Rate (ARR)(3)
— 99.3 %— %— — 99.2 %— %— 
Global Network Capacity106 TB/sec117 TB/sec130 TB/sec145 TB/sec167 TB/sec184 TB/sec198 TB/sec215 TB/sec
Countries 2626262831323434
Markets 5556586168717578

1 We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
2 We calculate Dollar-Based Net Expansion Rate by dividing the revenue for a given period from customers who remained customers as of the last day of the given period (the “current” period) by the revenue from the same customers for the same period measured one year prior (the “base” period). The revenue included in the current period excludes revenue from (i) customers that churned after the end of the base period and (ii) new customers that entered into a customer agreement after the end of the base period.
3 Annual revenue retention rate is calculated by subtracting the quotient of the Annual Revenue Churn from all of our Churned Customers divided by our annual revenue of the same calendar year from 100%. Our “Annual Revenue Churn” is calculated by multiplying the final full month of revenue from a customer that terminated its contract with us (a “Churned Customer”) by the number of months remaining in the same calendar year.
4 Enterprise customers are defined as those spending $100,000 or more in a twelve-month period.
5 For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this letter.
6 Assumes weighted average basic shares outstanding of 122.4 million in Q3 2022 and 121.8 million for the full year 2022.
7 Non-GAAP Net Loss per share is calculated as full-year Non-GAAP Net Loss divided by weighted average basic shares for the full year 2022.
8 Calculated based on trailing twelve-months.
9 Net Retention Rate measures the net change in monthly revenue from existing customers in the last month of the period (the “current" period month) compared to the last month of the same period one year prior (the “prior" period month). The revenue included in the current period month includes revenue from (i) revenue contraction due to billing decreases or customer churn, (ii) revenue expansion due to billing increases, but excludes revenue from new customers. We calculate Net Retention Rate by dividing the revenue from the current period month by the revenue in the prior period month.















screenshot2022-08x02at7382a.jpg



Forward-Looking Statements

This investor supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or Fastly's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates,” “going to,” "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue," “would,” or the negative of these words or other similar terms or expressions that concern Fastly's expectations, goals, strategy, priorities, plans, projections, or intentions. Forward-looking statements in this investor supplement include, but are not limited to, statements regarding Fastly’s future financial and operating performance, including its outlook and guidance; Fastly's strategies, product and business plans; and continued demand for future products from the combined Signal Sciences’ portfolio. Fastly's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the possibility that: Fastly is unable to attract and retain customers; Fastly's existing customers and partners do not maintain or increase usage of Fastly's platform; Fastly's platform and product features do not meet expectations, including due to defects, interruptions, security breaches, delays in performance or other similar problems; Fastly is unable to adapt to meet evolving market and customer demands and rapid technological change; Fastly is unable to comply with modified or new industry standards, laws and regulations; Fastly is unable to generate sufficient revenues to achieve or sustain profitability; Fastly’s limited operating history makes it difficult to evaluate its prospects and future operating results; Fastly is unable to effectively manage its growth; and Fastly is unable to compete effectively. The forward-looking statements contained in this investor supplement are also subject to other risks and uncertainties, including those more fully described in Fastly’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and additional information that will be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and other filings and reports that we may file from time to time with the SEC. The forward-looking statements in this investor supplement are based on information available to Fastly as of the date hereof, and Fastly disclaims any obligation to update any forward-looking statements, except as required by law.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, net gain on extinguishment of debt and amortization of debt discount and issuance costs.
Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, acquisition-related expenses, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, other income (expense), net, and income taxes.
Acquisition-related Expenses: consists of acquisition-related charges that are not related to ongoing operations. Management considers its operating results without the acquisition-related expenses when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Amortization of acquired intangible assets is included in the following cost and expense line items of our GAAP presentation: cost of revenue and sales and marketing. Management considers its operating results without the amortization expense of our acquired intangible assets when evaluating its non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its non-GAAP net loss and its adjusted EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.


screenshot2022-08x02at7382a.jpg
Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Depreciation and amortization expense is included in the following cost and expense line items of our GAAP presentation: cost of revenue, research and development, sales and marketing, and general and administrative. Management considers its operating results without the depreciation and other amortization expense when evaluating its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.
Free Cash Flow: calculated as net cash used in operating activities less capital expenditures, including any advance payments made related to capital expenditures.
Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its adjusted EBITDA results without these charges when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without total interest expense when evaluating its non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Income: consists primarily of interest income related to our marketable securities. Management considers its non-GAAP net loss and adjusted EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt, Management considers its non-GAAP net loss and its adjusted EBITDA results without this activity when evaluating its ongoing performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without other income (expense), net when evaluating its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Stock-based compensation is included in the following cost and expense line items of our GAAP presentation: cost of revenue, research and development, sales and marketing, and general and administrative.
Although stock-based compensation is an expense for the Company and is viewed as a form of compensation, management excludes stock-based compensation from our non-GAAP measures and adjusted EBITDA results for purposes of evaluating our continuing operating performance primarily because it is a non-cash expense not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.
Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.
In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this investor supplement.










screenshot2022-08x02at7382a.jpg
Consolidated Statements of Operations – Quarterly
(unaudited, in thousands, except per share amounts)

Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Revenue$70,638 $82,649 $84,852 $85,026 $86,735 $97,717 $102,382 $102,518 
Cost of revenue(1)
29,292 33,753 37,494 40,320 41,244 47,944 53,915 56,466 
Gross profit41,346 48,896 47,358 44,706 45,491 49,773 48,467 46,052 
Operating expenses:
Research and development(1)
18,271 25,590 28,988 30,346 32,528 34,997 40,437 38,717 
Sales and marketing(1)
22,568 34,765 34,872 36,334 39,288 42,151 41,480 46,760 
General and administrative (1)
23,961 45,885 33,461 35,494 28,609 29,281 29,554 29,543 
Total operating expenses64,800 106,240 97,321 102,174 100,425 106,429 111,471 115,020 
Loss from operations(23,454)(57,344)(49,963)(57,468)(54,934)(56,656)(63,004)(68,968)
Net gain on extinguishment of debt— — — — — — — 54,391 
Interest income353 178 174 276 280 552 681 1,502 
Interest expense(410)(452)(661)(1,436)(1,555)(1,593)(1,622)(1,530)
Other income (expense)69 (697)(64)178 41 201 (279)(1,673)
Loss before income taxes(23,442)(58,315)(50,514)(58,450)(56,168)(57,496)(64,224)(16,278)
Income tax expense (benefit)336 (12,611)169 (155)30 25 40 159 
Net loss$(23,778)$(45,704)$(50,683)$(58,295)$(56,198)$(57,521)$(64,264)$(16,437)
Net loss per share attributable to common stockholders, basic and diluted$(0.22)$(0.40)$(0.44)$(0.51)$(0.48)$(0.49)$(0.54)$(0.14)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted105,942 112,902 114,134 115,326 116,475 118,161 119,673 121,242 
__________
(1)Includes stock-based compensation expense as follows:
Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Cost of revenue$929 $1,255 $1,186 $1,828 $1,897 $2,316 $2,946 $3,188 
Research and development4,371 7,017 7,958 8,634 14,752 15,675 18,589 13,889 
Sales and marketing3,194 5,275 5,008 5,631 9,121 11,399 10,094 10,184 
General and administrative3,648 16,134 16,686 17,333 10,866 10,198 8,393 7,717 
Total$12,142 $29,681 $30,838 $33,426 $36,636 $39,588 $40,022 $34,978 














screenshot2022-08x02at7382a.jpg
Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly
(unaudited, in thousands, except per share amounts)

Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Gross Profit.
GAAP gross Profit$41,346 $48,896 $47,358 $44,706 $45,491 $49,773 $48,467 $46,052 
Stock-based compensation929 1,255 1,186 1,828 1,897 2,316 2,946 3,188 
Amortization of acquired intangible assets— 2,475 2,475 2,475 2,475 2,475 2,475 2,475 
Non-GAAP gross profit42,275 52,626 51,019 49,009 49,863 54,564 53,888 51,715 
GAAP gross margin58.5 %59.2 %55.8 %52.6 %52.4 %50.9 %47.3 %44.9 %
Non-GAAP gross margin59.8 %63.7 %60.1 %57.6 %57.5 %55.8 %52.6 %50.4 %
Research and development
GAAP research and development18,271 25,590 28,988 30,346 32,528 34,997 40,437 38,717 
Stock-based compensation(4,371)(7,017)(7,958)(8,634)(14,752)(15,675)(18,589)(13,889)
Non-GAAP research and development13,900 18,573 21,030 21,712 17,776 19,322 21,848 24,828 
Sales and marketing
GAAP sales and marketing22,568 34,765 34,872 36,334 39,288 42,151 41,480 46,760 
Stock-based compensation(3,194)(5,275)(5,008)(5,631)(9,121)(11,399)(10,094)(10,184)
Amortization of acquired intangible assets— (2,603)(2,816)(2,709)(2,709)(2,710)(2,709)(2,710)
Non-GAAP sales and marketing19,374 26,887 27,048 27,994 27,458 28,042 28,677 33,866 
General and administrative
GAAP general and administrative23,961 45,885 33,461 35,494 28,609 29,281 29,554 29,543 
Stock-based compensation(3,648)(16,134)(16,686)(17,333)(10,866)(10,198)(8,393)(7,717)
Acquisition-related expenses(7,158)(13,625)(929)(1,298)(179)(149)(58)(1,912)
Non-GAAP general and administrative13,155 16,126 15,846 16,863 17,564 18,934 21,103 19,914 
Operating loss
GAAP operating loss(23,454)(57,344)(49,963)(57,468)(54,934)(56,656)(63,004)(68,968)
Stock-based compensation12,142 29,681 30,838 33,426 36,636 39,588 40,022 34,978 
Amortization of acquired intangible assets— 5,078 5,291 5,184 5,184 5,185 5,184 5,185 
Acquisition-related expenses7,158 13,625 929 1,298 179 149 58 1,912 
Non-GAAP operating loss(4,154)(8,960)(12,905)(17,560)(12,935)(11,734)(17,740)(26,893)
Net loss
GAAP net loss(23,778)(45,704)(50,683)(58,295)(56,198)(57,521)(64,264)(16,437)
Stock-based compensation12,142 29,681 30,838 33,426 36,636 39,588 40,022 34,978 
Amortization of acquired intangible assets— 5,078 5,291 5,184 5,184 5,185 5,184 5,185 
Acquisition-related expenses7,158 13,625 929 1,298 179 149 58 1,912 
Acquisition-related tax benefit
— (13,154)— — — — — — 
Net gain on extinguishment of debt — — — — — — — (54,391)
Amortization of debt issuance costs— — — 993 967 947 963 776 
Non-GAAP net loss$(4,478)$(10,474)$(13,625)$(17,394)$(13,232)$(11,652)$(18,037)$(27,977)
GAAP net loss per common share—basic and diluted$(0.22)$(0.40)$(0.44)$(0.51)$(0.48)$(0.49)$(0.54)$(0.14)
Non-GAAP net loss per common share—basic and diluted$(0.04)$(0.09)$(0.12)$(0.15)$(0.11)$(0.10)$(0.15)$(0.23)
Weighted average basic common shares105,942 112,902 114,134 115,326 116,475 118,161 119,673 121,242 



screenshot2022-08x02at7382a.jpg
Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly (Continued)
(unaudited, in thousands, except per share amounts)

Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Adjusted EBITDA
GAAP net loss$(23,778)$(45,704)$(50,683)$(58,295)$(56,198)$(57,521)$(64,264)$(16,437)
Stock-based compensation12,142 29,681 30,838 33,426 36,636 39,588 40,022 34,978 
Depreciation and other amortization4,967 5,568 6,491 7,000 7,489 8,228 9,975 10,860 
Amortization of acquired intangible assets— 5,078 5,291 5,184 5,184 5,185 5,184 5,185 
Acquisition-related expenses7,158 13,625 929 1,298 179 149 58 1,912 
Acquisition-related tax benefit— (13,154)— — — — — — 
Interest income(353)(178)(174)(276)(280)(552)(681)(1,502)
Interest expense410 452 661 443 588 646 659 754 
Amortization of debt discount and issuance costs— — — 993 967 947 963 776 
Net gain on extinguishment of debt— — — — — — — (54,391)
Other (income) expense, net(69)697 64 (178)(41)(201)279 1,673 
Income tax (benefit) expense336 543 169 (155)30 25 40 159 
Adjusted EBITDA$813 $(3,392)$(6,414)$(10,560)$(5,446)$(3,506)$(7,765)$(16,033)







































screenshot2022-08x02at7382a.jpg
Non-GAAP Consolidated Statements of Operations - Quarterly
(unaudited, in thousands, except per share amounts)
Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Revenue$70,638 $82,649 $84,852 $85,026 $86,735 $97,717 $102,382 $102,518 
Cost of revenue (1)(2)
28,363 30,023 33,833 36,017 36,872 43,153 48,494 50,803 
Gross profit42,275 52,626 51,019 49,009 49,863 54,564 53,888 51,715 
Operating expenses:
Research and development(1)
13,900 18,573 21,030 21,712 17,776 19,322 21,848 24,828 
Sales and marketing(1)(2)
19,374 26,887 27,048 27,994 27,458 28,042 28,677 33,866 
General and administrative (1)(3)
13,155 16,126 15,846 16,863 17,564 18,934 21,103 19,914 
Total operating expenses46,429 61,586 63,924 66,569 62,798 66,298 71,628 78,608 
Income (loss) from operations(1)(2)(3)
(4,154)(8,960)(12,905)(17,560)(12,935)(11,734)(17,740)(26,893)
Interest income353 178 174 276 280 552 681 1,502 
Interest expense(4)
(410)(452)(661)(443)(588)(646)(659)(754)
Other income (expense), net69 (697)(64)178 41 201 (279)(1,673)
Income (loss) before income tax expense (benefit)(5)
(4,142)(9,931)(13,456)(17,549)(13,202)(11,627)(17,997)(27,818)
Income tax expense (benefit)(6)
336 543 169 (155)30 25 40 159 
Net income (loss)(1)(2)(3)(4)(5)(6)(7)
$(4,478)$(10,474)$(13,625)$(17,394)$(13,232)$(11,652)$(18,037)$(27,977)
Net income (loss) per share attributable to common stockholders, basic and diluted$(0.04)$(0.09)$(0.12)$(0.15)$(0.11)$(0.10)$(0.15)$(0.23)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted105,942 112,902 114,134 115,326 116,475 118,161 119,673 121,242 
(1) Excludes stock-based compensation. See GAAP to Non-GAAP reconciliations.
(2) Excludes amortization of acquired intangible assets. See GAAP to Non-GAAP reconciliations.
(3) Excludes acquisition-related and other expenses. See GAAP to Non-GAAP reconciliations.
(4) Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.
(5) Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.
(6) Excludes acquisition-related tax benefit. See GAAP to Non-GAAP reconciliations.
(7) Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.





screenshot2022-08x02at7382a.jpg
Consolidated Balance Sheets - Quarterly
(unaudited, in thousands)
Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Assets
Current assets:
Cash and cash equivalents$309,968 $62,900 $948,783 $687,986 $282,131 $166,068 $245,794 $62,510 
Marketable securities92,302 131,283 147,793 241,744 361,290 361,795 393,950 419,905 
Accounts receivable, net42,593 50,258 52,363 56,065 54,234 64,625 73,717 68,218 
Prepaid expenses and other current assets84,856 16,815 18,495 22,309 22,230 32,160 23,616 29,037 
Total current assets529,719 261,256 1,167,434 1,008,104 719,885 624,648 737,077 579,670 
Property and equipment, net83,498 95,979 98,608 116,471 147,729 166,961 174,550 173,950 
Operating lease right-of-use assets, net— 60,019 63,305 62,630 70,149 69,631 63,455 69,861 
Goodwill362 635,590 635,645 635,646 635,635 636,805 637,570 670,186 
Intangible assets, net2,792 121,742 116,379 113,215 107,905 102,596 97,287 93,978 
Marketable securities, non-current— 20,448 29,930 173,227 429,489 528,911 394,464 284,951 
Other assets15,147 24,917 26,993 27,578 28,142 29,468 30,020 60,199 
Total assets$631,518 $1,219,951 $2,138,294 $2,136,871 $2,138,934 $2,159,020 $2,134,423 $1,932,795 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$12,273 $9,150 $12,019 $10,202 $7,766 $9,257 $8,248 $10,011 
Accrued expenses38,559 34,334 36,320 28,609 36,063 36,112 49,902 49,943 
Current portion of long term debt6,060 — — — — — — — 
Finance lease liabilities— 11,033 10,910 14,773 18,675 21,125 26,766 28,088 
Operating lease liabilities— 19,895 20,011 19,713 20,007 20,271 18,688 19,243 
Other current liabilities9,555 19,677 19,036 29,735 24,758 45,107 36,569 33,705 
Total current liabilities66,447 94,089 98,296 103,032 107,269 131,872 140,173 140,990 
Long-term debt, less current portion26,007 — 930,291 931,385 932,305 933,205 934,121 703,375 
Finance lease liabilities, noncurrent— 14,707 13,648 19,685 24,659 22,293 28,867 26,479 
Operating lease liabilities, noncurrent— 44,890 47,505 47,177 54,066 55,114 52,334 60,657 
Other long-term liabilities3,944 4,400 3,520 6,502 5,056 2,583 2,205 7,556 
Total liabilities96,398 158,086 1,093,260 1,107,781 1,123,355 1,145,067 1,157,700 939,057 
Stockholders’ equity:
Class A and Class B common stock
Additional paid-in capital777,231 1,350,050 1,384,045 1,426,520 1,469,366 1,527,468 1,561,371 1,597,869 
Accumulated other comprehensive income (loss)124 (137)(261)(420)(2,627)(9,496)(12,542)
Accumulated deficit(242,237)(288,193)(338,876)(397,171)(453,369)(510,890)(575,154)(591,591)
Total stockholders’ equity535,120 1,061,865 1,045,034 1,029,090 1,015,579 1,013,953 976,723 993,738 
Total liabilities and stockholders’ equity$631,518 $1,219,951 $2,138,294 $2,136,871 $2,138,934 $2,159,020 $2,134,423 $1,932,795 








screenshot2022-08x02at7382a.jpg

Consolidated Statements of Cash Flows – Quarterly
(unaudited, in thousands)
Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Cash flows from operating activities:
Net loss$(23,778)$(45,704)$(50,683)$(58,295)$(56,198)$(57,521)$(64,264)$(16,437)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization4,894 5,713 6,419 6,927 7,364 8,089 9,850 10,736 
Amortization of acquired intangibles73 4,933 5,363 5,257 5,309 5,309 5,309 5,309 
Amortization of right-of-use assets and other5,636 5,941 6,357 6,303 7,158 7,065 6,839 6,539 
Amortization of debt issuance costs20 161 332 937 966 950 964 775 
Amortization of deferred contract costs894 1,141 1,411 1,535 1,621 1,727 1,851 2,138 
Stock-based compensation12,142 29,681 30,838 33,426 36,636 39,588 40,022 34,978 
Provision for doubtful accounts and credit losses196 507 (420)225 236 155 127 402 
Interest paid on finance leases(186)(234)(330)(405)(524)(495)(591)(649)
(Gain) loss on disposal of property and equipment(133)786 27 — (204)(123)268 586 
Tax benefit related to release of valuation allowance— (12,950)— — — — — — 
Amortization and accretion of discounts and premiums on investments— — — — — — 957 894 
Net gain on extinguishment of debt— — — — — — — (54,391)
Other adjustments480 448 64 749 683 729 128 (67)
Changes in operating assets and liabilities:
Accounts receivable15,542 (2,595)(1,685)(3,927)1,595 (10,546)(9,219)5,097 
Prepaid expenses and other current assets(1,795)(1,772)(1,680)(3,814)(8)725 (2,111)(2,701)
Other assets(2,641)(9,752)(2,952)(2,137)(2,231)(3,103)(2,451)(3,948)
Accounts payable5,682 (2,987)2,119 (1,957)(1,815)1,799 (2,492)3,336 
Accrued expenses14,598 (4,232)(755)(3,080)6,548 1,548 4,891 (3,729)
Operating lease liabilities(4,439)(5,412)(6,365)(6,491)(6,879)(6,712)(6,557)(6,280)
Other liabilities15 5,178 1,071 7,733 (2,948)2,908 3,289 732 
Net cash provided by (used in) operating activities27,200 (31,149)(10,869)(17,014)(2,691)(7,908)(13,190)(16,680)
Cash flows from investing activities:
Purchase of marketable securities(148,174)(64,698)(64,331)(269,537)(443,701)(150,586)(148,193)(207,286)
Sale of marketable securities143,241 — 12,497 — 51,739 2,291 2,301 159,552 
Maturities of marketable securities38,817 5,001 25,503 31,750 15,600 45,232 240,547 127,333 
Business acquisitions, net of cash acquired— (200,988)— — — (1,169)(775)(25,224)
Advance for purchase of property and equipment— — — — — — — (29,310)
Purchases of property and equipment(11,361)(5,126)(8,079)(2,934)(20,254)(3,549)(4,664)(4,151)
Proceeds from sale of property and equipment150 425 — — 291 297 — 241 
Capitalized internal-use software(1,901)(2,049)(989)(1,691)(7,619)(3,180)(3,810)(4,926)
Purchases of intangible assets— — — (2,093)— — — 
Net cash provided by (used in) investing activities20,772 (267,435)(35,399)(244,505)(403,943)(110,664)85,406 16,229 
Cash flows from financing activities:
Payments of costs related to follow-on public offering(502)— — — — — — 
Issuance of convertible note, net of issuance costs— 930,775 — — — — — 
Payments of debt issuance costs— — (1,351)— — — — — 
Repayments of notes payable— (20,300)— — — — — — 
Net Cash paid for debt extinguishment— — — — — — — (177,082)
Repayments of finance lease liabilities(1,001)(2,713)(2,951)(3,628)(3,985)(3,004)(4,882)(6,147)
Cash received for restricted stock sold in advance of vesting conditions— — — — — — 10,655 — 
Cash paid for early sale of restricted shares— — — — — — (3,498)(3,539)
Proceeds from exercise of vested stock options4,122 2,320 2,719 2,886 3,489 3,532 3,048 1,721 
Proceeds from Employee Stock Purchase Plan2,042 3,112 3,071 1,493 1,430 2,075 2,406 1,571 
Net cash provided by (used in) financing activities4,661 (17,581)932,263 751 934 2,603 7,729 (183,476)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash(83)(10)(112)(29)(242)(94)(219)(100)
Net increase (decrease) in cash, cash equivalents, and restricted cash52,550 (316,175)885,883 (260,797)(405,942)(116,063)79,726 (184,027)
Cash, cash equivalents, and restricted cash at beginning of period327,505 380,055 63,880 949,763 688,966 283,024 166,961 246,687 
Cash, cash equivalents, and restricted cash at end of period$380,055 $63,880 $949,763 $688,966 $283,024 $166,961 $246,687 $62,660 


screenshot2022-08x02at7382a.jpg
Free Cash Flow
(in thousands, unaudited)
Quarter ended
Q3 2020Q4 2020Q1 2021Q2 2021Q3 2021Q4 2021Q1 2022Q2 2022
Cash flow provided by (used in) operations$27,200 $(31,149)$(10,869)$(17,014)$(2,691)$(7,908)$(13,190)$(16,680)
Capital expenditures(1)
(14,113)(9,463)(12,019)(8,253)(31,567)(9,436)(13,356)(14,983)
Advance payment for purchase of property and equipment(2)
— — — — — — — (29,310)
Free Cash Flow$13,087 $(40,612)$(22,888)$(25,267)$(34,258)$(17,344)$(26,546)$(60,973)
__________
(1)Capital Expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, and capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)Advance payments for purchase of property and equipment relate to prepayments made for our capital expenditures in advance of receiving the asset, as reflected in our statement of cash flows.